-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KMW2641o7tECLSSskN7p9hZhl9q+aQO5AozxHkKQokwDwloSFnfyArNfNPOT449Q 3Bh56oOqZMnRVjGWmtQDdQ== 0000035733-03-000073.txt : 20030718 0000035733-03-000073.hdr.sgml : 20030718 20030718155413 ACCESSION NUMBER: 0000035733-03-000073 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030718 EFFECTIVENESS DATE: 20030718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL INDUSTRIES CORP CENTRAL INDEX KEY: 0000035733 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 742126975 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-04690 FILM NUMBER: 03793130 BUSINESS ADDRESS: STREET 1: LEGAL DEPARTMENT STREET 2: 6500 RIVER PLACE BLVD., BUILDING ONE CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 512 404-5000 MAIL ADDRESS: STREET 1: 6500 RIVER PLACE BLVD., BUILDING ONE STREET 2: LEGAL DEPARTMENT CITY: AUSTIN STATE: TX ZIP: 78730 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN UNITED INVESTMENT CO STOCK PLAN DATE OF NAME CHANGE: 19731128 FORMER COMPANY: FORMER CONFORMED NAME: ILEX CORP DATE OF NAME CHANGE: 19730801 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN UNITED INVESTMENT CO DATE OF NAME CHANGE: 19730801 DEFA14A 1 addl-proxy071803.txt FIC ADDITIONAL INFO OF PRESS RELEASE 07/18/03 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ X ] Definitive Additional Materials [ ] Soliciting Material under Rule 14a-12 Financial Industries Corporation (Name of Registrant as Specified In Its Charter) _________________________________________________ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [ X ] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed - 1 - The Registrant issued the following press release today: (BW) (Financial Industries Corporation) (FNIN) Financial Industries Corporation Reacts to ISS Report AUSTIN, Texas - (BUSINESS WIRE) - July 18, 2003 - Financial Industries Corporation (FIC) today expressed its disappointment at the decision of Institutional Shareholder Services (ISS) to hinge its proxy recommendation on the Board's approval of a legal settlement with former CEO, Roy F. Mitte. ISS is an advisory panel for large institutional investors. The company strongly disagrees with ISS when it states "Whether Mr. Mitte would have damaged the company and whether it would have been more costly to shareholders if he continued the litigation and/or proxy fight is not the critical issue." "The best interest of our shareholders is exactly the critical issue when you are operating a business in the real world," said Eugene E. Payne, CEO, President and Chairman of FIC. "Ivory tower idealism was not the prism though which the decision to settle this litigation was made." In its analysis ISS acknowledged that FIC concluded to settle the litigation with Mitte by paying a small fraction of the amount that Mitte sought in the litigation. FIC maintains that by entering into the Mitte settlement, the company avoided a possible ruinous financial judgment; the incurrence of substantial legal fees; and the ongoing disruption to the business caused by Mitte's lawsuit. The ISS report recognizes that "the company did not directly purchase the Mitte proxy..." when it settled the case, saying simply that the pay-out to Mitte "gives the appearance" that the Mitte Foundation proxy is not completely independent of the settlement. ISS included in its report management's assertion that the proxy was the subject of discussions that took place long after discussions regarding settlement of Mitte's monetary claims had commenced. Payne was pleased to point out that there were a number of positive notes in the ISS evaluation. According to ISS, FIC has outperformed its peer group and the Nasdaq Stock Market with regard to corporate governance. The company's performance is ranked in the top 16% of all companies evaluated by the Russell 3000 Corporate Governance Quotient. - 2 - Also, regarding the strategic direction taken by FIC, the ISS report determined that FIC's Board had exercised its fiduciary duty in evaluating a potential sale of the company, and the interest of The Pillar Group. According to ISS, it did not find any compelling evidence to suggest that management's six point business plan, overall, is not the best course of action for the company and for shareholders." The report states "...it is difficult to dispute the company's potential for growth resulting from these [recent] acquisitions as it would transform the company from offering a limited number of life insurance and fixed annuity products to an organization offering a wide range of products." ISS also recognized that "the company has put in place policies and procedures specifically designed to prevent deceptive practices and to protect itself in its relationships" with any new marketing partners. Payne mentioned that FIC would be offering one important correction to ISS regarding information contained in its report. The FIC slate of directors collectively owns 0.57% of stock in the company. One of the nominees, Ken Shifrin, is the Chairman and CEO of American Physicians Service Group, which owns 3.37% of FIC's outstanding stock. These holdings are comparable to Otter Creek's reported ownership in the company. FIC, through its various subsidiaries, owns real estate, an actuarial consulting firm, and markets and underwrites individual life insurance and annuity products. For more information on FIC, go to http://www.ficgroup.com This release may be considered proxy solicitation material. Information about the participants in such solicitation may be found in a filing on Schedule 14A made with the Securities and Exchange Commission (SEC) on June 26, 2003, or by contacting the Company at 512/404-5000. Shareholders are urged to read the Company's proxy statement carefully because it contains important information. The proxy statement and other relevant documents are available for free at the SEC's website at www.sec.gov, or by contacting the Company at 512/404-5000. This release may contain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Investors are reminded that these forward-looking statements must be considered in conjunction with the cautionary warnings and risk-factors which are detailed in the Company's most recent Annual Report on Form 10-K , Quarterly Report on Form 10-Q, and its other filings with the Securities and Exchange Commission. FIC is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. Contact: Bob Bender, Corporate Relations Officer, 512-404-5080, bbender@ficgroup.com - 3 - -----END PRIVACY-ENHANCED MESSAGE-----